BYLAWS OF UNITED PARISHES SOCCER CLUB www.unpsoccer.org Article I. MEMBERSHIP The name of this organization shall be United Parishes Soccer Club, hereinafter referred to as UNP. Club members will consist of the board of directors, coaches, assistant coaches, registered players and their parents and/or guardians. Membership is non- transferable. Members shall have no ownership rights or beneficial interests of any kind in the property of the UNP. Article II. CLUB GOVERNANCE Government of the Club UNP shall be governed by its voting members. Voting members are the parents and/or legal guardians of players currently registered with UNP, coaches and assistant coaches who are actively coaching and the Board of Directors. Each member family, coach, assistant coach and board of director is entitled to one vote. Any member will have the right to attend and speak at any general membership meeting. There shall be no vote by proxy. Jurisdiction UNP shall have jurisdiction over all board members, coaches, assistant coaches and players, all of whom will adhere to and comply with these bylaws and codes of conduct as set forth by the organization. If UNP is presented with sufficient evidence that a member of the board, a coach, an assistant coach or player is not adhering to these bylaws or code of conduct, an investigation into the allegations will take place. Upon completion of an investigation, necessary action will be taken when warrante Fiscal Year The fiscal year of UNP shall be from July 1 June 30. Books and Records Individual officers are responsible for keeping all current and historical records for each term of office, inclusive of all proceedings, registration documents, contracts, meeting minutes, financial statements and all business transactions. Any member of UNP may inspect records and books within 14 days written notification to the Board of Directors. Resignation Any director may resign from the board by giving written notice to the club president. The resignation shall take effect at the time specified therein or immediately, if no time is specifie Unless specifically provided therein, the acceptance of such resignation shall not be necessary to make it effective. Amendments to Bylaws- The Bylaws may be amended, repealed, or altered, in whole or in part, and new Bylaws may be adopted, by an affirmative vote of no fewer than 2/3 of the Board at any regular meeting of the Board, provided it is on the agenda and has been made available to the Board for at least two(2) consecutive regular meetings. 11/03/15 Page 1 of 10 REV B
BYLAWS OF UNITED PARISHES SOCCER CLUB www.unpsoccer.org Article III. MEETINGS Meeting Locations Meetings of UNP shall be held at such places as designated by the club president. All membership and general meetings shall be open to club members and the general publi General Meetings UNP shall have at least one general meeting in the spring at the end of the fiscal year. Voting members shall elect officers at the spring meeting, close the books on the previous fiscal year, and present the budget for the next fiscal year. The president shall generate the meeting agend Business transacted at all meetings shall be confined to the purpose stated in the notice of the meeting. Notice of General Meetings Notice of general meetings shall be made at least seven (7) days prior to the meeting according to notification procedures. Board of Directors Meetings The board of directors meetings are open to the membership who may observe and provide commentary, but may not vote. Quorum The presence of a majority of the Board at the time of any meeting shall constitute a quorum for the transaction of business, and the act of a majority of Board shall constitute the act of the Boar Special Board Meetings When the President deems it appropriate: (i) to exclude non- members at an open meeting for any reason, then the President may declare that the meeting is closed, or (ii) to convene an executive session to consider and discuss matters relating to personnel, nominations, discipline, budget, compensation, litigation or other sensitive matters, then the President may specifically designate and call an executive session. Notice of Board of Director Meetings - A notice of board of director meetings shall be made at least seven (7) days prior to the meeting. Proxy There shall be no vote by proxy for any meetings. Article IV. NOTIFICATION PROCEDURES Manner of Giving Notice Whenever under the provisions of these bylaws a notice is required to be given to any member of UNP and no provision is made as to how such notice shall be given, it is deemed acceptable for such notice to be sent in writing by the U.S. postal service, e- mail or postings placed on the official club website, in school newsletters, church bulletins or any other public media outlet. Waiver of Notice There shall be no waiver of notice. 11/03/15 Page 2 of 10 REV B
BYLAWS OF UNITED PARISHES SOCCER CLUB www.unpsoccer.org Article V. BOARD OF DIRECTORS (OFFICERS) Powers of the Board of Directors The business and affairs of the Club shall be managed by its Board of Directors, each of whom will be entitled to one vote. The board of directors shall transact all business of the Club and shall have the power to enforce the Laws of the Game, rules of the United States Soccer Federation, EPYSA, York USA and the Bylaws & Code of Conducts of UNP. There shall be no Executive Committee or other committee(s) with overlapping or superior authority to the Board of Directors. Rights of Board Members Board members have the right to receive all information that is necessary and relevant to assist them in performing their duties. Board members have the right to call special meetings and once requested, a meeting must be held within the 30 days following the request. Board members may contest activities that affect their rights and duties. Board members have the right to disagree with actions taken at meetings and may ask to have their disagreement noted in the minutes of the meeting at which the action was taken. Election of the Board of Directors The directors shall be elected for a term of two (2) years and may succeed themselves in office. Any director that desires to seek election to another office must first resign the office he or she holds prior to the election. Elections shall be held at the spring general meeting. All officers shall be elected by the voting members of UNP. If at the spring meeting there are more than two nominees for any elected position and no person receives a majority of votes for the position, the top two from the first round of voting will participate in a run- off vote which will also be held at the same meeting. Composition of the Board of Directors The Board of Directors shall consist of a minimum of three (3) individuals unrelated by blood or marriage. Each Board member shall be a citizen of the United States and eighteen (18) years of age or older. The Board of Directors shall be made up of the following positions: President, Vice President, Secretary, Treasurer, Registrar, Field Manager, Uniform & Equipment Manager, Ponies Director, At- Large Member, and Coaching Director. Resignation/Removal Any Board Member may resign at any time by giving written notice to the Executive Boar A Board Member may be removed for cause by an affirmative vote of at least two- thirds (2/3) of the total voting power of the Board (excluding Board member in question), at any duly noticed meeting of the Executive Board, and after being provided an opportunity to be heard by the Executive Boar A Board Member may be removed without cause by an affirmative vote of all Board members (excluding Board member in question). No Board Member shall be subject to removal or to not being denominated based on how he or she votes as a Board Member, unless such voting is part of a violation of the Board Member s fiduciary responsibilities or a violation of the UNP s Bylaws. 11/03/15 Page 3 of 10 REV B
BYLAWS OF UNITED PARISHES SOCCER CLUB www.unpsoccer.org Attendance at Meetings A board of director not attending any three (3) consecutive meetings, including general meetings, of UNP, will have his or her office declared vacant, unless such absences are excused by the board of directors. His or her office shall then be filled in accordance with procedures under Vacancies. Vacancies Any vacancy will be filled by a majority vote of the board of directors and the elected person will serve until the next spring meeting. Compensation The board of directors shall serve without salary or payment for their services. Any board of director may be reimbursed for expenses approved by the board of directors. Order of Business The president shall generate the meeting agend All meetings will be conducted according to the following format: meeting is called to order; prayer; introductions; correspondence & announcements; Treasurer s report; committee reports; any unfinished business; any new business; address or other program features; adjournment. Minutes The secretary shall keep all regular minutes of UNP proceedings. Minutes shall be read and approved at the general or board meeting. The approved minutes shall be placed on the UNP website. Conflicts of Interest If any Board Member has a financial interest in any contract or transaction involving the UNP, or has an interest adverse to the UNP s business affairs, and that individual is in a position to influence a determination regarding a contract, business transaction, or grievance, such individual shall: disclose the conflict of interest; not participate in the evaluation; and abstain from voting on the matter. 11/03/15 Page 4 of 10 REV B
BYLAWS OF UNITED PARISHES SOCCER CLUB www.unpsoccer.org Article VI. OFFICERS 1. President duties shall include but not limited to: e. f. be the chief executive officer and public spokesman for the UNP set all meeting agendas and preside over all UNP meetings promote membership growth and coach recruitment be the UNP s representative to the York USA Soccer League designate and appoint members to any committees as deemed necessary take prudent and reasonable action in cases or situations not covered by these bylaws and such authority implicit in the office. 2. Vice- President duties shall include but not limited to: e. f. assist with club organization represent UNP at the York USA League meetings when the President is unable to attend attend League meetings that assign team level of play manage Team photos at the start of the Fall season manage team try- outs and player assignments perform other duties and responsibilities as usually pertain to such office. 3. Secretary duties shall include but not limited to: Keep minutes of the proceedings of the UNP, Board, and committees see that all notices are duly given in accordance with the provisions of these bylaws submit the annual report at the spring general meeting for approval by the Board, which shall become part of the minutes of the meeting be the media contact for UNP e. submit to the proper officers, committees, or members all communications receive f. perform other duties and responsibilities as usually pertain to such office. 4. Treasurer duties shall include but not limited to: receive all funds paid to the UNP and promptly deposit them in the official depositories present all bills and disburse funds on order of the Board of Directors maintain the UNP financial accounts and records at all times, make available for inspection by the President, Board members, or any authorized auditor, the financial accounts and records of the UNP e. make financial reports to the Board of Directors at general meetings, report on the close of the fiscal year at the annual meeting of the UNP, and upon request of the President f. perform other duties and responsibilities as usually pertain to such office. 11/03/15 Page 5 of 10 REV B
BYLAWS OF UNITED PARISHES SOCCER CLUB www.unpsoccer.org 5. Registrar duties shall include but not limited to: responsible for player and coach registration with York USA Soccer League and the Eastern Pennsylvania Youth Soccer Association (EPYSA) responsible for maintaining and securing all confidential documentation for registration promptly reply to requests for information by the York USA Soccer League and EPYSA facilitate contact distribution lists for club management, coaches, teams e. perform such other duties and responsibilities as usually pertain to such office or as may be assigned by the President. 6. Field Manager duties shall include but not limited to: e. f. g. manage field layout and maintenance assign and distribute field lining schedule manage field availability and scheduling of practice fields manage goals and net replacement purchase field supplies (i.e. paint, tape measures, net ties, ) arrange port- a- potty services for home fields and practice fields attend Springettsbury Twp meetings in February and July to acquire township fields for Club use. 7. Uniform & Equipment Manager duties shall include but not limited to: e. f. g. Order/distribute new uniforms for players manage inventory of spare uniforms order and distribute approved equipment for all coaches maintain backup supplies in shed (i.e. ice packs, medical packs, ) responsible for collecting Club equipment from coaches that have resigned manage inventory of team supplies (list) order/distribute coach s uniforms. 8. Ponies Director duties shall include but not limited to: Manage inter- club play for Ponies teams Manage field set- up Distribute coaching guidelines and coordinate coaching assignments Distribute player and team assignments. 9. At- Large Member duties shall include but not limited to: assisting with Club organization as needed 11/03/15 Page 6 of 10 REV B
BYLAWS OF UNITED PARISHES SOCCER CLUB www.unpsoccer.org 10. Coaching Director duties shall include but not limited to: responsible for coach development organize player try- outs for travel teams organize special training clinics for player and coach development 11. Webmaster duties shall include but not limited to: responsible for monitoring and maintaining the Club website renew the domain name and website host with weebly.com prior to expiration determine the layout of the website and design of webpages manage the online registration and store, providing timely reports to registrar, equipment manager, and ponies director regarding player registration/payment and uniform orders e. publish on the website: practice locations, practice schedules, and other special events f. receives and publishes submissions from members and officers, which may include but not limited to: club events, special programs, photos, and educational content g. generates ideas regarding content and applies appropriate member ideas h. ensures that the following information shall not be published on the website: links to websites that involve political lobbying or political campaigning activities on the behalf of any candidate for elected public office endorsement of any political candidate or political lobby group advertise price information, savings, endorse, or use qualitative and comparative language to describe the products/services of a sponsor posting of a membership list disclose personal information regarding players 11/03/15 Page 7 of 10 REV B
BYLAWS OF UNITED PARISHES SOCCER CLUB www.unpsoccer.org Article VII. RULES, REGULATIONS AND PROCEDURES FOR APPEALS Codes of Conduct - The Board of Directors shall establish a Code of Conduct for Players, Parents and Coaches and rules and regulations of the clu The Board of Directors may amend these Codes of Conduct and the rules and regulations at any time so long as notice is provide to club members within seven (7) days. Procedures for Player, Coach, or Parent Disciplinary Review - Upon receipt of a written complaint the President shall determine if disciplinary action is required and characterize the level of misconduct. In the case of simple misconduct the President will issue a verbal or written warning. For instances of serious misconduct the President shall appoint a committee of three members to investigate the complaint, which shall present their findings to special meeting of the Board presided over by the President. The Board will determine what disciplinary actions are necessary. Gross misconduct is a serious offense requiring immediate expulsion from the Clu The President may summarily expel the offender without first invoking a disciplinary hearing. The expelled member has the right to appeal to disciplinary hearing arranged as soon as possible, but shall remain expelled until and unless the Board overturns the executive decision. Procedures for Filing Appeals Club members have the right to appeal decisions made by coaches, assistant coaches, or the board of directors. The appeal procedure is as follow: 1. All appeals shall be submitted to the board of directors in writing and received within ten (10) days after the Board has issued a decision. 2. All appeals must be written and addressed to the club president. In any case when the filing date comes into question, the date the appeal is postmarked will govern. 3. Extensions for filing appeals may be granted at the discretion of the board of directions so long as the request is made in writing. The extension may extend the time line for filing appeals by no more than an additional ten (10) days. 4. Upon receipt of the appeal, the club president shall set a time and place for the hearing and will notify all appropriate parties. All hearings must be held within 30 days of receipt of a written appeal and the appealing party is bound to present any and all evidence and/or information relative to the appeal for which the hearing is being held 5. All decisions made at all levels of the appeal process are binding and shall be in full force until changed by a higher authority. Violators subject to suspension and fines as set forth by the United States Soccer Federation shall be liable for all expenses incurred by United Parish Soccer Club and it s members. 11/03/15 Page 8 of 10 REV B
BYLAWS OF UNITED PARISHES SOCCER CLUB www.unpsoccer.org Article VIII. IRREVOCABLE DEDICATION The property of the UNP is irrevocably dedicated to charitable purposes, and no part of the net income or assets of the UNP shall inure to the benefit of private persons. Article IX. IRREVOCABLE DISSOLUTION Upon the dissolution or winding up of the UNP, its assets remaining after payment, or provision for payment, of all debts and liabilities of the UNP, shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated for charitable purposes and which has established its tax exempt status under Section 501 (c)(3) of the Internal Revenue Code, as amende Article X. PROHIBITION ON PRIVATE INUREMENT / PRIVATE BENEFIT No part of the net earnings of UNP shall inure to the benefit of, or be distributable to its directors, officers or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of Section 501 (c)(3) purposes. Article XI. INDEMNIFICATION The UNP shall defend, indemnify and hold harmless each director of the Board from and against all claims, charges, and expenses which he or she incurs as a result of any action or lawsuit brought against such director or officer arising out of the latter s performance of his or her duties with the UNP, unless such claims, charges and expenses were caused by fraud or willful misconduct on the part of said director. Article XII. PROHIBITION ON GAMING The UNP shall not conduct directly or indirectly any gaming. The term gaming includes: Bingo, Beno, lotteries, pull- tabs, pari- mutual betting, Calcutta wagering, pickle jars, punch boards, tip boards, tip jars, certain video games, casino games, sports betting, et Article XIII. PROHIBITED LOANS No loans shall be made by the UNP to the Board, to any board member, or to any committee member, or to any UNP member. Any Board member, committee member, or UNP member, who assents to or 11/03/15 Page 9 of 10 REV B
BYLAWS OF UNITED PARISHES SOCCER CLUB www.unpsoccer.org participates in the making of any such loan, shall be liable to the UNP for the amount of such loan until it is repai Article XIV. POLITICAL AND LOBBYING ACTIVITIES The UNP shall not participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office. The UNP, any Board member, any committee or task force member, coach, or member shall not: a) b) c) d) e) make or solicit contributions to or for candidates or political organizations endorse a candidate or rate the candidates publish or distribute partisan campaign literature or written statements speak out about a candidate or use its resources to influence an election. Individuals in their private capacity are not subject to these restrictions, but should make clear that they are acting or speaking for themselves alone and disclaim any endorsement of their actions by the UNP when identifying themselves by their association with the UNP. Article XV. SEVERABILITY AND SAVING CLAUSE The invalidity of any provision of the Bylaws shall not affect the other provisions. The Bylaws shall be construed in all respects as if such invalid provision were omitte Failure of literal or complete compliance with any provision of the Bylaws in respect of dates and times of notice, or the sending or receipt of the same, or errors in phraseology of notice of proposals, which in the judgment of the Board do not cause substantial injury to the rights of the members of the Board, shall not invalidate the actions or proceedings of the Board at any meeting. Article XVI. OFFICES The business and registered offices of the UNP shall be located by the Board and may be changed from time to time by the Board of Directors. Business Office the principle office shall be where all official mail is receive Registered Office the registered office of the UNP shall be where the official records are kept. The registered office of the UNP shall not be listed as a post office box. 11/03/15 Page 10 of 10 REV B